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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On March 1, 2022, S&P Global Inc., a New York corporation (the “Company”), completed the previously announced sale of its CUSIP Global Services division, which is the CUSIP issuance and data licensing business operated by the Company on behalf of the American Bankers Association, to FactSet Research Systems Inc. (“FactSet”), pursuant to an Asset Purchase Agreement, dated as of December 24, 2021, by and between the Company and FactSet (as amended from time to time, the “Asset Purchase Agreement”), for a purchase price of $1,925,000,000 in cash, subject to customary adjustments (the “Transaction”).
The foregoing description of the Transaction does not purport to be complete and is qualified in its entirety by reference to the full text of the Asset Purchase Agreement, a copy of which was filed as Exhibit 2.7 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 8, 2022, and the full text of which is incorporated herein by reference.
| Item 8.01 | Other Events. |
On March 1, 2022, the Company issued a press release announcing the completion of the Transaction. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits. |
| Exhibit Number | Description | |
| 99.1 | Press Release, dated March 1, 2022 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 8-K Report to be signed on its behalf by the undersigned hereunto duly authorized.
| S&P Global Inc. | ||
| /s/ Alma Rosa Montanez | ||
| By: | Alma Rosa Montanez | |
| Assistant Corporate Secretary & Chief Corporate Counsel | ||
Dated: March 1, 2022
